Assets Held for Sale and Discontinued Operations | 3. Assets Held for Sale and Discontinued Operations We classify long-lived assets, or disposal groups comprised of assets and liabilities, as held for sale in the period in which the following six criteria are met, (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, in accordance with Accounting Standard Codification (“ASC”) 360, Property, Plant and Equipment The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results when the business is classified as held for sale, in accordance with ASC 360, and ASC 205-20, Presentation of Financial Statements – Discontinued Operations Net loss from discontinued operations, net of tax Velardeña Properties In December 2023, the Company restarted operations at the Velardeña Properties. In February 2024, it was determined that the initial performance of both the mine and the processing plant did not achieve the expected results. On February 29, 2024, the Company announced that it elected to discontinue operations at the Velardeña Properties and hold them for sale. Following that date, the Company shut down the Velardeña Properties and has held them for sale. The Company previously announced the execution of certain asset purchase and sale agreements with a privately held Mexican company (the “Buyer”) to sell the Velardeña and Chicago mines, both oxide and sulfide processing plants and related equipment of the Velardeña Properties. Pursuant to the terms of the sale agreements, the Company agreed to sell certain mining concessions, equipment, land parcels and other assets in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. The terms of the sales agreement include completion and final payment of the sale by July 1, 2024. There were four separate sales agreements. The first three sales agreements which include the combined sales of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment were completed on June 20, 2024. The Company received payment in full of $2.5 million cash, plus VAT, and titles to the assets were transferred to the Buyer. Velardeña Plant 2 The fourth agreement related to the sale of the Velardeña Properties covers the oxide plant and water wells (“Plant 2”), and the Buyer agreed to complete total payments of $3.0 million plus VAT on July 1, 2024. The Plant 2 agreement has not closed, and the Buyer is in default. In accordance with ASC 360, on June 30, 2024, the Company recorded an asset impairment charge of $411,000 in order to write down the remaining book value of Plant 2 to the salvage value which is equal to the amount received through June 30, 2024 from the Buyer of $373,000. Since June 30, 2024, the Buyer has continued to make periodic payments to the Company, and as of September 30, 2024, the Company has recorded deferred revenue of $1.0 million within Current liabilities held for sale Minera Labri On August 28, 2024, the Company sold its wholly owned Mexican subsidiary, Minera Labri S.A. de C.V. (“Minera Labri”), to a private Mexican company for approximately $445,000. Minera Labri previously owned the Velardeña Properties’ sulfide plant, which together with the Velardeña mines, was sold to another privately held Mexican group earlier in 2024. Upon consummation of that transaction, Minera Labri held no assets but held net operating losses and inflation-adjusted capital contributions. Under Mexican law, the balance of Minera Labri’s capital contribution accounts (“CUCAs”) may be bought and sold. Silex Argentina On August 30, 2024, the Company entered into a binding letter agreement (the “Letter Agreement”) with Butte Energy Inc. (“Butte”) pursuant to which Butte would acquire 100% of the issued and outstanding shares of Silex Argentina S.A. (the “Silex Shares”), the Company’s wholly owned subsidiary that owns the El Quevar Project, located in Salta Province, Argentina (“El Quevar”). The Letter Agreement was binding on the Company and Butte, pending (i) negotiation of a definitive Acquisition Agreement (the “Acquisition Agreement”) on or prior to September 30, 2024, and (ii) closing of the sales transaction for the Silex Shares (the “Transaction”) on or prior to October 31, 2024. The purchase price of the Silex Shares was $3.5 million, paid or payable in cash, as follows: (1) $500,000, as a non-refundable deposit, paid to the Company on September 3, 2024; (2) $500,000 payable to the Company upon execution of the Acquisition Agreement; and (3) $2.5 million payable to the Company upon closing of the Transaction. Closing of the Transaction was subject to additional conditions, including receipt of regulatory approvals, completion of due diligence review by Butte, and approvals from the board of directors of each of Butte and Golden. On September 27, 2024, the Company entered into the Acquisition Agreement with Butte and was paid $500,000 according to the terms of the Letter Agreement. In accordance with ASC 606, the Company recorded the $500,000 non-refundable deposit and the $500,000 paid to the Company upon execution of the Acquisition Agreement as revenue during the three months ended September 30, 2024 and the amounts are included in Gain (loss) from discontinued operations The following table summarizes the major line items for the Velardeña Properties and Silex Argentina that are included in Loss from discontinued operations, net of taxes Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 (in thousands) (in thousands) Sale of metals $ 128 $ — $ 1,440 $ — Cost of metals sold (583) — (6,026) — Velardeña care and maintenance costs — (310) — (905) El Quevar Project Expenses (150) (117) (441) (435) Reclamation expense (59) (75) (212) (222) Asset impairment expense — — (411) — Other operating income, net 856 28 3,571 55 Severance, termination benefits and other operating costs 569 — (940) — Depreciation and amortization (11) (104) (186) (307) Loss from discontinued operations before income taxes 750 (578) (3,205) (1,814) Income taxes — — — — Loss from discontinued operations, net of taxes $ 750 $ (578) $ (3,205) $ (1,814) The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented: September 30, December 31, 2024 2023 (in thousands) Assets Inventories, net (1) $ — $ 830 Total current assets held for sale — 830 Property, plant and equipment, net (2) 2,889 5,378 Total assets held for sale $ 2,889 $ 6,208 Liabilities Current liabilities held for sale (3) 1,016 — Asset retirement and reclamation liabilities (4) 2,941 3,800 Total liabilities held for sale $ 3,957 $ 3,800 (1) Inventories, net at December 31, 2023 consisted of finished goods, in-process, and material and supplies inventories at the Velardeña Properties. (2) Property, plant and equipment, net at September 30, 2024 consisted of approximately $0.5 million of the remaining Velardeña Properties assets, and approximately $2.3 million related primarily to the Silex Argentina El Quevar mineral properties. Property, plant and equipment, net at December 31, 2023 consisted of approximately $3.0 million of the Velardeña Properties assets, and approximately $2.4 million related primarily to the Silex Argentina El Quevar mineral properties. (3) Current liabilities held for sale at September 30, 2024 represents deferred revenue for the sale of Velardeña Plant 2. (4) Asset retirement and reclamation liabilities at September 30, 2024 and December 31, 2023 relate to the Velardeña Properties. |